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Oasis Management Responds To ISS Report On Premier Foods

July 5, 2018

LONDON--(BUSINESS WIRE)--Jul 5, 2018--The following is a statement from an Oasis Management spokesperson:

“We note the report published by proxy advisory firm Institutional Shareholder Services (“ISS”) about Premier Foods plc (“Premier Foods” or “the Company”) and its “qualified support” for CEO Gavin Darby.

We encourage all shareholders to read the full 34-page report – we believe its conclusions do not reflect its content.

Although we respectfully disagree with ISS’ ultimate conclusions in this case, for proper context, we understand that ISS has never supported a requisitioned resolution to remove a UK Executive Director brought by an active shareholder, and we do acknowledge that a report as critical as this about Premier Foods and in particular CEO Gavin Darby is fairly exceptional in and of itself.

However, we do agree with ISS’ analysis that “the Company’s performance record under Darby’s leadership is not particularly compelling”, and its caution that “A vote FOR this resolution...is not without concerns for shareholders.” Shareholders will be right to consider these comments carefully.

We also agree with ISS’ comments that “Premier Foods has generally underperformed peers over the five years of CEO Gavin Darby’s tenure, and the Company’s handling of the 2016 takeover approach from McCormick & Company could be questioned”, that the “merits of the Company’s current strategy are debatable”, and that “executive salaries are very high for a company of Premier Foods’ size.” That Premier Foods has “exhibited minimally acceptable operating performance under CEO Gavin Darby” is one of the reasons cited as a basis for ISS’ qualified support for Darby hardly qualifies as a ringing endorsement or vote of confidence.

Whilst passive funds may follow the formulaic approach taken by the proxy advisory firms, we are confident from the conversations we have had with fellow shareholders that other independent shareholders share our concerns and that there is wide-ranging support for the removal of Gavin Darby as CEO.

Shareholders have suffered five years of financial pain under Gavin Darby’s reign, it is time for him to go. He has overseen years of persistent shareholder value destruction, poor financial performance, consistent missed targets and weak corporate governance to leave Premier Foods in a zombie-like state with a lack of strategy.

Although the Premier Food Board continues to stand by Darby despite the failures under his leadership, we urge you to exercise your rights as shareholders to change the direction away from this zombie company to a healthy, growing business that will benefit all shareholders.“

End

About OASIS

Oasis Management Company Ltd. manages private investment funds focused on opportunities in a wide array of asset classes across countries and sectors. Oasis was founded in 2002 by Seth H. Fischer, who leads the firm as its Chief Investment Officer. More information about Oasis is available at .

View source version on businesswire.com:https://www.businesswire.com/news/home/20180705005229/en/

CONTACT: Camarco for Oasis Management

Candice Adam / Billy Clegg

+44(0)20 3 781 8336

KEYWORD: UNITED KINGDOM EUROPE

INDUSTRY KEYWORD: PROFESSIONAL SERVICES CONSULTING FINANCE OTHER PROFESSIONAL SERVICES RETAIL FOOD/BEVERAGE

SOURCE: Oasis Management

Copyright Business Wire 2018.

PUB: 07/05/2018 07:58 AM/DISC: 07/05/2018 07:58 AM

http://www.businesswire.com/news/home/20180705005229/en

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